The appellant, who was the sole shareholder and director of a corporation with a rental business, was found to be deemed by s. 115(4) of the Business Corporations Act (Ontario) to continue to be a director given that he continued to engage in various steps relating to taxation filings of the corporation, which Paris J. characterized as being management activities. S. 115(4) provided:
Where all of the directors have resigned or have been removed by the shareholders without replacement, any person who manages or supervises the management of the business and affairs of the corporation shall be deemed to be a director for the purposes of this Act.